tlsi-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number 001-39813

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TriSalus Life Sciences, Inc.

(Exact name of registrant as specified in its charter)

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Delaware			85-3009869
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


6272 W 91st Ave, Westminster, CO			80031
(Address of Principal Executive Offices)			(Zip Code)

(888) 321-5212

(Registrant's telephone number, including area code)

N/A (Former name, former address and former fiscal year, if changed since last report)

__________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.0001 par value	TLSI	Nasdaq Global Market
Warrants, each whole warrant exercisable for one share of registrant's common stock at an exercise price of $11.50 per share	TLSIW	Nasdaq Global Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x

The registrant had 61,416,535 outstanding shares of common stock as of May 8, 2026.


		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Co nsolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	37

Signatures		39


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	56,553	$	20,439
Accounts receivable (net of allowance of $76 and $24, respectively)	5,215		6,558
Inventory, net	3,778		3,077
Prepaid expenses	2,592		2,170
Total current assets	68,138		32,244
Property and equipment, net	1,942		1,808
Right-of-use assets	830		861
Other assets	69		418
Total assets	$	70,979	$	35,331
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Trade payables	$	4,232	$	3,002
Accrued liabilities	7,067		8,096
Short-term lease liabilities	218		167
Other current liabilities	269		234
Total current liabilities	11,786		11,499
Long-term debt	33,079		33,046
Revenue base redemption liability	300		383
Long-term lease liabilities	1,190		1,228
Contingent earnout liability	2,742		10,144
Warrant liabilities	9,075		12,892
Total liabilities	58,172		69,192
Commitments and contingencies (Note 13)
Stockholders’ equity (deficit)
Preferred Stock, $0.0001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	—		—
Common stock, $0.0001 par value, 400,000,000 shares authorized at March 31, 2026 and December 31, 2025, respectively; 61,414,355 shares and 49,997,836 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	5		4
Additional paid-in capital	341,846		296,718
Accumulated deficit	(329,044)		(330,583)
Total stockholders’ equity (deficit)	12,807		(33,861)
Total liabilities and stockholders’ equity (deficit)	$	70,979	$	35,331


	Three Months Ended
	March 31, 2026		March 31, 2025
Revenue	$	8,899	$	9,167
Cost of goods sold	1,230		1,495
Gross profit	7,669		7,672
Operating expenses:
Research and development (1)	3,216		3,021
Sales and marketing	7,413		6,734
General and administrative (1)	5,451		5,246
Loss from operations	(8,411)		(7,329)
Other income (expense)
Interest income	164		74
Interest expense	(1,436)		(1,209)
Change in fair value of SEPA, warrant and revenue base redemption liabilities	3,900		(835)
Change in fair value of contingent earnout liability	7,402		(820)
Other expense, net	(76)		(251)
Income (loss) before income taxes	1,543		(10,370)
Income tax expense	(4)		(5)
Net income (loss)	$	1,539	$	(10,375)



Undeclared dividends on Series A Preferred Stock	—		(712)
Net income (loss) attributable to common stockholders	$	1,539	$	(11,087)

Basic earnings (loss) per share	$	0.03	$	(0.39)
Diluted earnings (loss) per share	$	0.03	$	(0.39)
Weighted average common shares outstanding, basic	51,539,682		28,527,453
Weighted average common shares outstanding, diluted	52,314,410		28,527,453
(1)Amounts presented in the quarter ended March 31, 2025 have been revised to align expense classification for the 2025 fiscal year period.


	Three Months Ended March 31, 2026
	Preferred stock			Common stock			Additional paid-in capital		Accumulated deficit		Total
	Shares	Amount		Shares	Amount
Balance as of December 31, 2025	—	$	—	49,997,836	$	4	$	296,718	$	(330,583)	$	(33,861)
Net income	—	—		—	—		—		1,539		1,539
Exercise of options and vesting of restricted stock units (1)	—	—		152,877	—		32		—		32
Issuance of common stock through employee stock purchase plan (1)	—	—		44,127	—		—		—		—
Stock-based compensation	—	—		—	—		2,472		—		2,472
Proceeds from the issuance of common stock, net of issuance costs	—	—		11,219,515	1		42,624		—		42,625
Balance as of March 31, 2026	—	$	—	61,414,355	$	5	$	341,846	$	(329,044)	$	12,807


	Three Months Ended March 31, 2025
	Preferred stock			Common stock			Additional paid-in capital		Accumulated deficit		Total
	Shares	Amount		Shares	Amount
Balance as of December 31, 2024	3,985,002	$	—	31,279,264	$	3	$	253,652	$	(279,549)	$	(25,894)
Net loss	—	—		—	—		—		(10,375)		(10,375)
Exercise of options and vesting of restricted stock units (1)	—	—		159,699	—		279		—		279
Issuance of common stock through employee stock purchase plan (1)	—	—		55,670	—		—		—		—
Stock-based compensation	—	—		—	—		1,620		—		1,620
Preferred stock conversion	(365,000)	—		777,829	—		—		—		—
Balance as of March 31, 2025	3,620,002	$	—	32,272,462	$	3	$	255,551	$	(289,924)	$	(34,370)
















(1) The Company records the issuance of the shares when they are recorded by the transfer agent and as such, there could be timing differences between when the expense is recorded and shares are transferred.


	March 31, 2026
Beginning Balance	$	24
Amount charged (reversed) to costs and expenses	60
Write-off of uncollectible receivables	(8)
Ending Balance	$	76


Warrant Liabilities	Fair Value at December 31, 2025		Change in Fair Value (Gains) Losses		Issuances (Settlements)		Fair Value at March 31, 2026
Public Warrants - Level 1	$	2,908	$	(806)	$	—	$	2,102
Private Placement Warrants - Level 2	$	7,352	$	(2,037)	$	—	$	5,315
Working Capital Warrants - Level 2	$	1,660	$	(460)	$	—	$	1,200


Level 3 Liabilities	Fair Value at December 31, 2025		Change in Fair Value (Gains) Losses		Issuances (Settlements)		Fair Value at March 31, 2026
Contingent earnout liability	$	10,144	$	(7,402)	$	—	$	2,742

OrbiMed Warrant liability	$	972	$	(514)	$	—	$	458
Revenue base redemption liability	$	383	$	(83)	$	—	$	300


Warrant Liabilities	Fair Value at December 31, 2024		Change in Fair Value (Gains) Losses		Issuances (Settlements)		Fair Value at March 31, 2025
Public Warrants - Level 1	$	1,927	$	193	$	—	$	2,120
Private Placement Warrants - Level 2	$	4,872	$	487	$	—	$	5,359
Working Capital Warrants - Level 2	$	1,100	$	110	$	—	$	1,210


	March 31, 2026		December 31, 2025
Raw materials	$	1,316	$	1,289
Finished goods	2,600		1,897
Reserve for obsolete inventory	(138)		(109)
Inventory, net	$	3,778	$	3,077


	March 31, 2026	December 31, 2025
Current stock price	$4.00	$6.98
Expected share price volatility	70.0%	70.0%
Risk-free interest rate	3.8%	3.5%
Expected term (years)	2.4	2.6
Estimated dividend yield	—%	—%


	March 31, 2026	December 31, 2025
Public Warrants	1,751,825	1,751,825
Private Placement Warrants	4,428,648	4,428,648
Working Capital Warrants	1,000,000	1,000,000
OrbiMed Warrants	222,068	222,068
Total warrants	7,402,541	7,402,541

SEC Form 10-Q filed by TriSalus Life Sciences Inc.